Post Holdings Announces Proposed Concurrent Offerings of Senior Notes and Common Stock

  Post Holdings Announces Proposed Concurrent Offerings of Senior Notes and
                                 Common Stock

PR Newswire

ST. LOUIS, March 10, 2014

ST. LOUIS, March 10, 2014 /PRNewswire/ --Post Holdings, Inc. (NYSE: POST)
(the "Company") today announced it intends to commence a private offering to
eligible purchasers, subject to market and other conditions, of $250 million
in aggregate principal amount of 6.75% senior notes due 2021 (the "Notes").
Post also announced it intends to commence an underwritten public offering,
subject to market and other conditions, of 4,000,000 shares of its common
stock. The Company expects to grant the underwriters for the common stock
offering a 30-day option to purchase up to an additional 600,000 shares of
common stock.

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The Notes are being offered as additional notes under an existing indenture
pursuant to which the Company previously issued $525 million in aggregate
principal amount of 6.75% senior notes due 2021 (the "Existing Notes"). The
Notes to be issued in this offering will vote together with and will
constitute part of the same series as the Existing Notes. The Notes will be
unsecured unsubordinated obligations of the Company and will be guaranteed by
the Company's domestic subsidiaries.

The common stock offering and the Notes offering are being conducted as
separate offerings. Neither offering is contingent upon the other. The Company
intends to use the net proceeds from the proposed offerings for general
corporate purposes, which could include, among other things, financing the
pending PowerBar and Musashi acquisition and financing additional acquisition
opportunities, working capital and capital expenditures.

Barclays Capital Inc., Goldman, Sachs & Co., Credit Suisse Securities (USA)
LLC and Wells Fargo Securities, LLC are serving as book-running managers for
the common stock offering. BMO Capital Markets Corp., Nomura Securities
International, Inc., Stifel, Nicolaus& Company, Incorporated and SunTrust
Robinson Humphrey, Inc. are serving as co-managers for the common stock
offering. Barclays Capital Inc. and Goldman, Sachs & Co. will serve as
representativesof the underwriters forthe common stock offering.

The Notes and the related subsidiary guarantees are being offered in the
United States to qualified institutional buyers in an offering exempt from
registration pursuant to Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act"), and to persons outside the United States in
compliance with Regulation S under the Securities Act. The Notes and the
related subsidiary guarantees have not been registered under the Securities
Act, or any state securities laws, and unless so registered, may not be
offered or sold in the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws.

The common stock is being offered by the Company pursuant to a Form S-3 shelf
registration statement (including a base prospectus) previously filed with the
Securities and Exchange Commission (SEC). Before you invest, you should read
the prospectus in the registration statement and related prospectus supplement
that Post has filed with the SEC for more complete information about Post and
this offering. The preliminary prospectus supplement is available for free by
visiting EDGAR on the SEC's website located at www.sec.gov. Copies of the
preliminary prospectus supplement and accompanying prospectus may also be
obtained from the offices of Barclays Capital Inc., Attn: Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by telephone:
888-603-5847 or by email: barclaysprospectus@broadridge.com; Goldman, Sachs &
Co., by mail, Attn: Prospectus Department, 200 West Street, New York, NY
10282, by facsimile: 212-902-9316, by email: prospectus-ny@ny.email.gs.com; or
by telephone: 866-471-2526; Credit Suisse Securities (USA) LLC, Attention:
Credit Suisse Prospectus Department, One Madison Avenue, New York, NY 10010,
by telephone: 800-221-1037, or by email at
newyork.prospectus@credit-suisse.com; or Wells Fargo Securities, Attention:
Equity Syndicate Department, 375 Park Avenue, New York, New York, 10152, by
telephone: 800-326-5897, or by email: cmclientsupport@wellsfargo.com.

This press release does not constitute an offer to sell or the solicitation of
an offer to buy any security and shall not constitute an offer, solicitation
or sale in any jurisdiction in which such offering, solicitation or sale would
be unlawful. This press release is being issued pursuant to and in accordance
with Rule 135c under the Securities Act.

Cautionary Statement on Forward-Looking Language

Forward-looking statements, within the meaning of Section 21E of the
Securities Exchange Act of 1934, are made throughout this release. These
forward-looking statements are sometimes identified by the use of terms and
phrases such as "believe," "should," "would," "expect," "project," "estimate,"
"anticipate," "intend," "plan," "will," "can," "may," or similar expressions
elsewhere in this release. All forward-looking statements are subject to a
number of important factors, risks, uncertainties and assumptions that could
cause actual results to differ materially from those described in any
forward-looking statements. These factors and risks include, but are not
limited to, unanticipated developments that prevent, delay or negatively
impact the offering and other financial, operational and legal risks and
uncertainties detailed from time to time in the Company's cautionary
statements contained in its filings with the Securities and Exchange
Commission. These forward-looking statements represent the Company's judgment
as of the date of this press release. The Company disclaims, however, any
intent or obligation to update these forward-looking statements. There can be
no assurance that the proposed transactions will be completed as anticipated
or at all.

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SOURCE Post Holdings, Inc.

Website: http://www.postfoods.com
Contact: Investor Relations, Brad Harper, brad.harper@postfoods.com, (314)
644-7626
 
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